As filed with the Securities and Exchange Commission on August 7, 1995.
Registration No. 33-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Automatic Data Processing, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 22-1467904
(State or other (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
ONE ADP BOULEVARD
ROSELAND, NEW JERSEY 07068
PHONE: (201) 994-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
JAMES B. BENSON, ESQ.
CORPORATE VICE PRESIDENT AND GENERAL COUNSEL
ONE ADP BOULEVARD
ROSELAND, NEW JERSEY 07068
(201) 994-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
RICHARD S. BORISOFF, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 373-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time or at one time after the effective date of this Registration Statement
as determined by the Selling Stockholders.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
==============================================================================
PROPOSED MAXIMUM AMOUNT OF
TITLE OF AGGREGATE OFFERING REGISTRATION
SHARES TO BE REGISTERED PRICE(1) FEE
Common Stock, $.10 par value per $32,616,320.00 $11,247.00
share
==============================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the average of the high and low sales
prices of the Common Stock on August 3, 1995 as reported on the New York
Stock Exchange.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
<PAGE>
Page 1
SUBJECT TO COMPLETION, DATED AUGUST 7, 1995
PROSPECTUS
AUTOMATIC DATA PROCESSING, INC.
507,647 SHARES
COMMON STOCK
This Prospectus relates to 507,647 shares (the "Shares") of common stock,
$.10 par value ("Common Stock"), of Automatic Data Processing, Inc. (the
"Company"). The Shares may be offered by certain stockholders of the
Company (the "Selling Stockholders") from time to time in transactions on
the New York Stock Exchange, the Chicago Stock Exchange or the Pacific
Stock Exchange, in negotiated transactions or through a combination of such
methods of sale, at fixed prices, which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or
to whom they sell as principals, or both (which compensation as to a
particular broker-dealer might be in excess of customary compensation). See
"Selling Stockholders" and "Plan of Distribution."
The Shares were acquired by the Selling Stockholders from the Company on
March 10, 1995 in connection with the combination of a corporation
previously owned by the Selling Stockholders with the Company, in a
pooling-of-interests transaction. See "Selling Stockholders." The Selling
Stockholders may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"). See "Plan of
Distribution."
The shares of Common Stock of the Company are traded on the New York Stock
Exchange, the Chicago Stock Exchange and the Pacific Stock Exchange. On
August 4, 1995, the last sales price for the shares of Common Stock as
reported on the New York Stock Exchange was $64 3/4 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1995.
<PAGE>
Page 2
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549; and at the Commission's
regional offices at 7 World Trade Center, Suite 1300, New York, New York
10048; and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material can be obtained from
the Public Reference Section of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Company's Common Stock is listed on the New York Stock Exchange, the
Chicago Stock Exchange, and the Pacific Stock Exchange, and such reports,
proxy statements and other information concerning the Company can be
inspected at the office of the New York Stock Exchange, 20 Broad Street,
New York, New York 10005, the office of the Chicago Stock Exchange,
120 South LaSalle Street, Chicago, Illinois 60603, and the offices of the
Pacific Stock Exchange, 618 South Spring Street, Los Angeles, California
90014 and 310 Pine Street, San Francisco, California 94104.
The Company has filed with the Commission a registration statement (the
"Registration Statement") under the Securities Act, with respect to the
securities offered hereby. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set forth
in the Registration Statement, certain items of which are contained in
schedules and exhibits to the Registration Statement as permitted by the
rules and regulations of the Commission. Statements made in this Prospectus
as to the contents of any contract, agreement or other document referred to
are not necessarily complete. With respect to each such contract, agreement
or other document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the
matter involved, and each such statement shall be deemed qualified in its
entirety by such reference. Items and information omitted from this
Prospectus but contained in the Registration Statement may be inspected and
copied at the Public Reference Facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed by the Company with the
Commission, as noted below, are incorporated by reference into this
Prospectus: (a) Annual Report on Form 10-K for the fiscal year ended
June 30, 1994; (b) Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1994, December 31, 1994, and
<PAGE>
Page 3
March 31, 1995; and (c) the description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A under the
Exchange Act filed with the Commission on January 21, 1992, including all
amendments and reports filed for the purpose of updating such description.
All of the above referenced documents were filed under Commission File No.
1-5397.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of the offering of the Shares, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Prospectus, except as so modified or superseded. The Company will provide
without charge to each person, including any beneficial owner, to whom a
copy of this Prospectus is delivered, upon written or oral request of such
person, a copy of any or all of the information that has been incorporated
by reference in this Prospectus (excluding exhibits to such information
which are not specifically incorporated by reference into such
information).
THE COMPANY
Automatic Data Processing, Inc., incorporated in Delaware in 1961, and its
subsidiaries are engaged in the computing services business. The Company's
principal executive offices are located at One ADP Boulevard, Roseland,
New Jersey 07068 (telephone (201) 994-5000). As used in this Prospectus,
the term the "Company" means Automatic Data Processing, Inc. and its
consolidated subsidiaries, unless the context otherwise requires.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders.
<PAGE>
Page 4
SELLING STOCKHOLDERS
The Selling Stockholders acquired the Shares on March 10, 1995 pursuant to
a pooling-of-interests agreement whereby the Company was combined with
Turbodata N.V., a corporation previously owned by the Selling Stockholders,
which became a wholly owned subsidiary of the Company. P. Op de Beeck is
an employee of ADP Dealer Services (Belgium) N.V. None of the other
Selling Stockholders are officers, directors, or employees of the Company
or any of its subsidiaries. The following table sets forth with respect to
each of the Selling Stockholders (i) the number of Shares beneficially
owned as of June 30, 1995 and prior to the offering contemplated hereby,
(ii) the maximum number of Shares which may be sold in the offering and
(iii) the number of Shares which will be beneficially owned after the
offering, assuming the sale of all the Shares set forth in (ii) above:
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING AFTER OFFERING
--------------------------- ----------------------
SHARES TO
SELLING STOCKHOLDER SHARES PERCENTAGE BE SOLD SHARES PERCENTAGE
-------------------- ----------- ---------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C>
Peter Galler 24,727 * 24,727 0 0
Luc De Bruyckere 17,850 * 17,850 0 0
Seneca 9,335 * 9,335 0 0
L.-H. Verbeke 17,850 * 17,850 0 0
E.B.V.B.A. Verbeke 9,335 * 9,335 0 0
P. Op de Beeck 70,137 * 70,137 0 0
J. Van Marcke 33,951 * 33,951 0 0
Particorp N.V. 78,595 * 78,595 0 0
M. Sabbe 13,348 * 13,348 0 0
Icon N.V. 42,926 * 42,926 0 0
S.A. Frabepar 22,321 * 22,321 0 0
Eurosuez Luxemburg S.C.A. 90,628 * 90,628 0 0
Eurosuez UK Limited 19,387 * 19,387 0 0
Partnership
Eurosuez US Limited 12,754 * 12,754 0 0
Partnership
IBM Belgium N.V. 44,503 * 44,503{1} 0 0
___________________
</TABLE>
*/ Less than 1%.
{1} Of such shares, 22,274 were issued to IBM Belgium N.V. on March 10,
1995 in the pooling-of-interests transaction and 22,229 are issuable
on (or prior to) June 30, 1996 upon conversion of a loan made by IBM
Belgium N.V. to Turbodata N.V.
PLAN OF DISTRIBUTION
The sale of the Shares by the Selling Stockholders may be effected from
time to time in transactions on the New York Stock Exchange, the Chicago
Stock Exchange or the Pacific Stock Exchange,
<PAGE>
Page 5
in negotiated transactions or through a combination of such methods of sale
at fixed prices, which may be changed, at market prices prevailing at the
time of sale, at fixed prices related to such prevailing market prices or
at negotiated prices. The Selling Stockholders may effect such transactions
by selling the Shares to or through broker-dealers, and such broker-dealers
may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of the
Shares for whom such broker-dealers might act as agents or to whom they sell
as principals, or both (which compensation as to a particular
broker-dealer may be in excess of customary compensation).
The Selling Stockholders and any broker-dealers who act in connection with
the sale of the Shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commissions
received by them and profit on any resale of the Shares as principals might
be deemed to be underwriting discounts and commissions under the Securities
Act. The Company has agreed to indemnify the Selling Stockholders against
certain liabilities, including liabilities under the Securities Act as
underwriters or otherwise.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended June 30, 1994 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports,
which are incorporated herein by reference, and have been so incorporated
in reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.
LEGAL OPINION
The validity of the authorization and issuance of the securities offered
hereby is being passed upon for the Company by James B. Benson, Esq.,
Corporate Vice President and General Counsel of the Company. As of the date
hereof, Mr. Benson beneficially owns 21,882 shares of the Company's Common
Stock.
<PAGE>
Page 6
=========================== ===========================================
No dealer, salesperson or 507,647 SHARES
other individual has been
authorized to give any
information or make any
representations not AUTOMATIC DATA
contained in this PROCESSING, INC.
Prospectus in connection
with the offering covered
by this Prospectus. If
given or made, such
information or Common Stock
representations must not be
relied upon as having been
authorized by the Company.
This Prospectus does not
constitute an offer to
sell, or a solicitation of P R O S P E C T U S
an offer to buy, any
securities in any
jurisdiction where, or to
any person to whom, it is
unlawful to make such offer
or solicitation. Neither
the delivery of this
Prospectus nor any sale
made hereunder shall, under
any circumstances, create
an implication that there
has not been any change in
the facts set forth in this -----------------, 1995
Prospectus or in the
affairs of the Company
since the date hereof.
-----------------
TABLE OF CONTENTS
PAGE
Available Information 2
Incorporation of
Certain Documents by
Reference 2
The Company 3
Use of Proceeds 3
Selling Stockholders 3
Plan of Distribution 4
Experts 4
Legal Opinion 4
======================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration fee to the Securities
and Exchange Commission..............$11,247.00
Accounting fees and expenses.........$ 2,000.00
Legal fees and expenses..............$ 4,000.00
Miscellaneous expenses...............$ 253.00
Total................................$17,500.00
The foregoing items, except for the registration fee to the Securities
and Exchange Commission, are estimated. All expenses of the offering, other
than selling discounts, commissions and legal fees and expenses incurred
separately by the Selling Stockholders, will be paid by the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Provision for indemnification of directors and officers is made in
Section 145 of the Delaware General Corporation Law.
Article Fifth, Sections 3 and 4 of the Company's Amended Restated
Certificate of Incorporation provide as follows:
"The Corporation shall indemnify all directors and officers of the
Corporation to the full extent permitted by the General Corporation Law
of the State of Delaware (and in particular Paragraph 145 thereof), as
from time to time amended, and may purchase and maintain insurance on
behalf of such directors and officers. In addition, the Corporation
shall, in the manner and to the extent as the By-laws of the
Corporation shall provide, indemnify to the full extent permitted by
the General Corporation Law of the State of Delaware (and in particular
Paragraph 145 thereof), as from time to time amended, such other
persons as the By-laws shall provide, and may purchase and maintain
insurance on behalf of such other persons."
"A director of the Corporation shall not be held personally liable
to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for breach of
the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or
(iv) for
<PAGE>
any transaction from which the director derived an improper
personal benefit. Any repeal or modification of this paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of any director of the Corporation existing at the time of,
or for or with respect to any acts or omissions occurring prior to,
such repeal or modification."
Finally, Article XIV, Section 6 of the Company's By-laws provides as
follows:
"Section 6. Indemnification of directors and Officers and Others:
The Corporation shall indemnify all directors and officers of the
Corporation to the full extent permitted by the General Corporation Law
of the State of Delaware (and in particular Section 145 thereof), as
from time to time amended, and may purchase and maintain insurance on
behalf of such directors and officers. This indemnification applies to
all directors and officers of the Corporation who sit on the boards of
non-profit corporations in keeping with the Corporation's philosophy."
"The Corporation shall indemnify any other person or employee who
may have served at the request of the Corporation to the full extent
permitted by the General Corporation Law of the State of Delaware (and
in particular Section 145 thereof) so long as such person or employee
acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the Corporation and, further, so
long as his actions were not in violation of corporate policies and
directives."
As permitted by Section 145 of the General Corporation Law of the State
of Delaware and the Company's Certificate and By-Laws, the Company also
maintains a directors and officers liability insurance policy which
insures, subject to certain exclusions, deductibles and maximum amounts,
directors and officers of the Company against damages, judgments,
settlements and costs incurred by reason of certain acts committed by such
persons in their capacities as directors and officers.
ITEM 16. EXHIBITS.
A list of exhibits included as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits and
is hereby incorporated by reference herein.
ITEM 17. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling
<PAGE>
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(b) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) (<section> 230.424(b) of
this chapter) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement; provided, however, that paragraphs (b)(1)(i) and (b)(1)(ii)
do not apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d)
<PAGE>
of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(c) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement, or amendment thereto, to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Roseland, State of New Jersey, on the 7th day of August, 1995.
AUTOMATIC DATA PROCESSING, INC.
(Registrant)
By /S/JOSH S. WESTON
Josh S. Weston, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement, or amendment thereto, has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/JOSH S. WESTON Chairman of the Board and August 7, 1995
(Josh S. Weston) Director (Principal Executive
Officer)
/S/FRED D. ANDERSON, JR. Chief Financial Officer and August 7, 1995
(Fred D. Corporate Vice President
Anderson, Jr.) (Principal Financial Officer)
/S/RICHARD J. HAVILAND Controller and Corporate Vice August 7, 1995
(Richard J. Haviland) President
Director August 7, 1995
(Joseph A. Califano, Jr.)
<PAGE>
/S/LEON G. COOPERMAN Director August 7, 1995
(Leon G. Cooperman)
Director August 7, 1995
(Edwin D. Etherington)
/S/GEORGE H. HEILMEIER Director August 7, 1995
(George H. Heilmeier)
August 7, 1995
/S/ANN DIBBLE JORDAN Director
(Ann Dibble Jordan)
August 7, 1995
/S/HARVEY M. KRUEGER Director
(Harvey M. Krueger)
/S/CHARLES P. LAZARUS Director August 7, 1995
(Charles P. Lazarus)
/S/FREDERIC V. MALEK Director August 7, 1995
(Frederic V. Malek)
/S/HENRY TAUB Director August 7, 1995
(Henry Taub)
/S/LAURENCE A. TISCH Director August 7, 1995
(Laurence A. Tisch)
/S/ARTHUR F. WEINBACH Director August 7, 1995
(Arthur F. Weinbach)
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
<S> <C> <C>
4.1 Amended Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3(a) to Registrant's Annual Report on
Form 10-K for the fiscal year ended June 30, 1987)
4.2 Bylaws of the Registrant, as amended (incorporated by reference to
Exhibit (3)-#2 to Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1991)
4.3 Form of the Registrant's Common Stock Certificate (incorporated by reference
to Exhibit 4.4 to Registrant's Registration Statement on Form S-3 filed with
the Commission on January 21, 1992)
5 Opinion of James B. Benson, Esq. as to the legality of the securities being
registered hereby
23.1 Consent of James B. Benson, Esq. (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
</TABLE>
Exhibit 5
August 7, 1995
Board of Directors
Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, NJ 07068
Re: Registration Statement on Form S-3 FILED ON AUGUST 7, 1995
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 (the
"Registration Statement") filed by Automatic Data Processing, Inc. (the
"Company") with the Securities and Exchange Commission on August 7, 1995
pursuant to the Securities Act of 1933, as amended (the "Act"), and the
rules and regulations promulgated thereunder (the "Rules"), you have
requested that I furnish you with my opinion as to the legality of the
507,647 shares of the Company's common stock, $.10 par value (the
"Shares"), which are registered under the Registration Statement.
In this regard, I have examined originals, or copies
authenticated to my satisfaction, of the Company's Amended Restated
Certificate of Incorporation, the Company's By-Laws, as amended, and the
Company's records of corporate proceedings. In addition, I have made
such other examinations of law and fact as I considered necessary in
order to form a basis for the opinions hereinafter expressed.
Based upon the foregoing, I am of the opinion that the Shares
have been duly and validly authorized and reserved for issuance, and such
Shares, when issued and delivered, will be duly and validly issued and
fully paid and non-assessable.
I hereby consent to the use of my name under the caption "Legal
Opinion" in the Prospectus included in the Registration Statement and to
the use of this opinion as an exhibit to the Registration Statement. In
giving this consent, I do not thereby admit that I come within the
category of persons whose consent is required by the Act or the Rules.
Very truly yours,
/s/ James B. Benson
James B. Benson
General Counsel
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Automatic Data Processing, Inc. on Form S-3 of our reports
dated August 15, 1994, appearing in and incorporated by reference in the
Annual Report on Form 10-K of Automatic Data Processing, Inc. for the
year ended June 30, 1994 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration
Statement.
DELOITTE & TOUCHE LLP
New York, New York
August 7, 1995
